Transfers of Notes. (i) Subject to Section 2.4(b)(vii), exchanges or transfers of beneficial interests in a Global Note may be made only in accordance with the rules and regulations of the Depositary (and, in the case of a Regulation S Global Note, Euroclear and Clearstream, Luxembourg) and the transfer restrictions contained in the legend on such Global Note and exchanges or transfers of interests in a Global Note may be made only in accordance with the following: (A) Subject to clauses (B) and (C) of this Section 2.4(b)(i), transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee. (B) The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Note for a beneficial interest in a Restricted Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-1 (a “Rule 144A Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Component Security for a beneficial interest in a Restricted Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-3 (a “Rule 144A Component Security Transfer Certificate”). (C) The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Global Note for a beneficial interest in a Regulation S Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-2 (a “Regulation S Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Component Security for a beneficial interest in a Regulation S Global Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-4 (a “Regulation S Component Security Transfer Certificate”). (D) An owner of a beneficial interest in a Regulation S Global Note or Regulation S Global Communication Note may transfer such interest in the form of a beneficial interest in such Regulation S Global Note or Regulation S Global Component Security, as applicable, without the provision of written certification; provided that (i) such transfer is not made to a U.S. Person or for the account or benefit of a U.S. Person, (ii) in the case of any beneficial interest in a Class F Note or a Component Security, such transfer is made to a Qualified Institutional Buyer, (iii) such transfer is effected through Euroclear or Clearstream, Luxembourg in an offshore transaction as required by Regulation S and (iv) the transferee can make each of the representations set forth in Section 2.4(c). (E) Subject to clause (F) of this Section 2.4(b)(i), an owner of a beneficial interest in a Restricted Global Note may transfer such interest in the form of a beneficial interest in such Restricted Global Note without the provision of written certification; provided that the transferee can make each of the representations set forth in Section 2.4(c). An owner of a beneficial interest in a Restricted Component Security may transfer such interest in the form of a Restricted Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of a Rule 144A Component Security Transfer Certificate. (F) Notwithstanding anything contained herein to the contrary, each initial purchaser of a Class F Note or a Component Security (or any interest in either of the foregoing) will be required to represent, warrant and covenant that it will not transfer such Class F Note or Component Security (or such interest therein) without providing the Issuer and the Trustee with a written certification, in the form of Exhibit Q hereto, for the benefit of the Issuer and the Trustee from the transferee thereof that such transferee is a Qualified Institutional Buyer, and that such transferee will obtain the same representation, warranty and covenant from any entity to whom it transfers such Class F Note or Component Security (or such interest therein). (ii) Subject to Section 2.4(b)(vi), exchanges or transfers of Definitive Notes may be made only in accordance with the transfer restrictions contained in the legend on such Definitive Note and the Trustee shall cause the transfer (a) of any Restricted Definitive Note or Restricted Definitive Component Security for a Regulation S Definitive Note or Restricted Definitive Component Security, as applicable, upon provision to the Trustee, the Co Issuers and the Note Registrar of a Regulation S Note Transfer Certificate or Restricted Definitive Component Security, as applicable, and (b) of any Regulation S Definitive Note for a Restricted Definitive Note or Restricted Definitive Component Security, as applicable, upon provision to the Trustee, the Co Issuers and the Note Registrar of a Rule 144A Note Transfer Certificate or a Rule 144A Component Security Transfer Certificate. (iii) In the event Definitive Notes are issued pursuant to Section 2.4(b)(vii) in respect of Regulation S Global Notes, Restricted Global Notes, Regulation S Global Component Securities or Restricted Component Securities, the Trustee shall cause the transfer of (i) any beneficial interest in a Restricted Global Note or a Regulation S Global Note for a certificated Note in definitive, fully Registered Form without interest coupons substantially in the form of the note attached as Exhibit B-1 (a “Regulation S Definitive Note”), upon provision to the Trustee and the Issuer of a Regulation S Note Transfer Certificate, (ii) any beneficial interest in a Restricted Global Notes or a Regulation S Global Note for a certificated Note in definitive, fully Registered Form without interest coupons substantially in the form of the note attached as Exhibit B-2 (a “Restricted Definitive Note”), upon provision to the Trustee, the Co Issuers and the Note Registrar of a Rule 144A Note Transfer Certificate, (iii) any beneficial interest in a Regulation S Global Component Security for a certificated security in fully Registered Form without interest coupons substantially in the form of the security attached as Exhibit B-3 (a “Regulation S Definitive Component Security”), upon provision to the Trustee, the Issuer and the Note Registrar of a Regulation S Component Security Transfer Certificate and (iv) any beneficial interest in a Restricted Component Security for a certificated security in fully Registered Form without interest coupons substantially in the form of the security attached as Exhibit B-4 (a “Restricted Definitive Component Security”), upon provision to the Trustee, the Issuer and the Note Registrar of a Rule 144A Component Security Transfer Certificate. (iv) Subject to Section 2.4(b)(vi), the Trustee shall cause the transfer of a Restricted Definitive Note, a Regulation S Definitive Note, a Restricted Definitive Component Security or a Regulation S Definitive Component Security, as applicable, for (i) a beneficial interest in a Regulation S Global Note upon provision to the Trustee and the Co Issuers of a Regulation S Note Transfer Certificate or Regulation S Component Security Transfer Certificate, as applicable, or (ii) any Restricted Definitive Note, Restricted Definitive Component Security, Regulation S Definitive Note or Regulation S Definitive Note for a beneficial interest in a Restricted Global Note or Restricted Component Security, upon provision to the Trustee and the Co Issuers of a Rule 144A Note Transfer Certificate or Rule 144A Component Security Transfer Certificate. (v) Upon acceptance for exchange or transfer of a beneficial interest in a Global Note for a Definitive Note, or upon acceptance for exchange or transfer of a Definitive Note for a beneficial interest in a Global Note, each as provided herein, the Trustee shall instruct the Depositary to adjust the principal amount of such Global Note on its records to evidence the date of such exchange or transfer and the change in the principal amount of such Global Note. (vi) Subject to the restrictions on transfer and exchange set forth in this Section 2.4 and to any additional restrictions on transfer or exchange specified in the Definitive Notes, the Holder of any Definitive Note may transfer or exchange the same in whole or in part (in a principal amount equal to the minimum authorized denomination or any larger authorized amount) by surrendering such Definitive Note at the Corporate Trust Office or at the office of any Transfer Agent, together with (x) in the case of any transfer, an executed instrument of assignment and (y) in the case of any exchange, a written request for exchange. Following a proper request for transfer or exchange, the Trustee shall (provided it has available in its possession an inventory of Definitive Notes), within five Business Days of such request if made at such Corporate Trust Office, or within ten Business Days if made at the office of a Transfer Agent (other than the Trustee), authenticate and make available at such Corporate Trust Office or at the office of such Transfer Agent, as the case may be, to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by first class mail (at the risk of the transferee in the case of transfer or Holder in the case of exchange) to such address as the transferee or Holder, as applicable, may request, a Definitive Note or Notes, as the case may require, for a like aggregate principal amount and in such authorized denomination or denominations as may be requested. The presentation for transfer or exchange of any Definitive Note shall not be valid unless made at the Corporate Trust Office or at the office of a Transfer Agent by the registered Noteholder in person, or by a duly authorized attorney in fact. Beneficial interests in Global Notes which are Regulation S Global Notes or Restricted Global Notes shall be exchangeable for Definitive Notes only under the limited circumstances described in Section 2.4(b)(vii). Beneficial interests in Global Notes which are Regulation S Global Component Securities or Restricted Component Securities (i) shall be exchangeable for Definitive Notes which are Regulation S Component Securities or Restricted Component Securities, respectively only under the limited circumstances described in Section 2.4(vii) and (ii) shall be exchangeable for Definitive Notes which are Restricted Definitive Component Securities in accordance with the provisions of this Section 2.4, including the applicable provisions of Section 2.4(b)(vii). (vii) Interests in a Global Note deposited with or on behalf of the Depositary pursuant to Section 2.1 hereunder shall be transferred (A) with respect to interests in a Restricted Global Note or Regulation S Global Note to the owners of such interests in the form of certificated Notes, in definitive, fully registered form without interest coupons in the form of a Restricted Definitive Note, Regulation S Definitive Note or Regulation S Definitive Note, as applicable, only if such transfer otherwise complies with this Section 2.4 (including clauses (b)(i) and (b)(iii)) and (1) the Depositary notifies the Co Issuers that it is unwilling or unable to continue as Depositary for the Notes, (2) the Depositary ceases to be a Clearing Agency and a successor Depositary is not appointed by the Issuer within 90 days of such notice, (3) if the transferee of an interest in such Global Note is required by law to take physical delivery of securities in definitive form or (4) if the transferee is unable to pledge its interest in such Global Note or (B) with respect to interests in a Regulation S Global Component Security or Restricted Component Security, to the owners of such interests in the form of a Restricted Definitive Component Security or Regulation S Definitive Component Security only if such transfer otherwise complies with this Section 2.4 (including clauses (b)(i) and to the purchaser thereof in the form of one or more Definitive Notes in accordance with the provisions Section 2.4(b)(iii). Regulation S Definitive Notes, Restricted Definitive Notes, Regulation S Definitive Component Securities and Restricted Definitive Notes are referred to collectively as “Definitive Notes,” and each is a “Definitive Note.” (viii) If interests in any Global Note are to be transferred to the Beneficial Owners thereof in the form of Definitive Notes pursuant to Section 2.4(b)(vii), such Global Note shall be surrendered by the Depositary, or its custodian on its behalf, to the Corporate Trust Office or to the Transfer Agent located in the Borough of Manhattan, the City of New York, and the Trustee shall authenticate and deliver without charge, upon such transfer of interests in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. The Definitive Notes transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in the denominations specified in Section 2.2(b) and registered in such names as the Depositary shall direct in writing. (ix) For so long as one or more Global Notes are Outstanding: (A) the Trustee and its directors, Officers, employees and agents may deal with the Depositary for all purposes (including the making of distributions on, and the giving of notices with respect to, the Global Notes); (B) unless otherwise provided herein, the rights of Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary; (C) for purposes of determining the identity of and principal amount of Notes beneficially owned by a Beneficial Owner, the records of the Depositary shall be conclusive evidence of such identity and principal amount and the Trustee may conclusively rely on such records when acting hereunder and none of the Issuer, the Co Issuer, the Trustee or any of their respective agents shall have any responsibility or liability for (i) any aspect of DTC’s records or any direct participant’s or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in any Global Note or for maintaining, supervising or reviewing any of DTC’s records or any direct participant’s or indirect participant’s records relating to the beneficial ownership interests in any Global Note or (ii) any other matter relating to the actions and practices of DTC or any of its direct or indirect participants; (D) Payments in respect of the principal of, and interest on, a Global Note registered in the name of a nominee of DTC will be payable by the Trustee to DTC or its nominee as the registered holder of such Note; (E) the Depositary will make book entry transfers among the Depositary Participants of the Depositary and will receive and transmit distributions of principal of and interest and the Commitment Fee on the Global Notes to such Depositary Participants; and (F) the Depositary Participants of the Depositary shall have no rights under this Indenture under or with respect to any of the Global Notes held on their behalf by the Depositary, and the Depositary may be treated by the Trustee and its agents, employees, Officers and directors as the absolute owner of the Global Notes for all purposes whatsoever.
Appears in 1 contract
Transfers of Notes. (i) Subject to the provisions of this Section 2.4(b)(vii)2.04, so long as a Restricted Global Note remains Outstanding and is held by or on behalf of the Depository, exchanges or transfers of beneficial interests in a such Restricted Global Note may be made only in accordance with the rules and regulations of the Depositary (and, in the case of a Regulation S Global Note, Euroclear and Clearstream, Luxembourg) Depository and the transfer restrictions contained in the legend on such Restricted Global Note and exchanges or transfers of interests in a Restricted Global Note may be made only in accordance with the followingfollowing additional requirements:
(A) Subject to clauses (B) and through (CD) of this Section 2.4(b)(i2.04(b)(i), transfers of a Restricted Global Note shall be limited to transfers of such Restricted Global Note in whole, but not in part, to nominees of the Depositary Depository or to a successor of the Depositary Depository or such successor’s 's nominee.
(B) The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Global Note for a beneficial interest in a Regulation S Global Note upon delivery to the Trustee and the Issuer of a Regulation S Transfer Certificate executed by the transferor and the transferee and stating, among other things, that the transfer is being made to a Person that is neither a U.S. Person nor a U.S. Resident, and that is also a Qualified Purchaser, in an offshore transaction within the meaning of Regulation S.
(C) An owner of a beneficial interest in a Restricted Global Note may transfer such interest in the form of a beneficial interest in such Restricted Global Note to a transferee who is both a Qualified Institutional Buyer and a Qualified Purchaser upon written certification as to compliance with the transfer restrictions.
(D) Interests in the Restricted Global Note may also be exchanged for Certificated Notes in certain limited circumstances as described in Section 2.04(b)(iv).
(ii) Subject to the provisions of this Section 2.04, so long as a Regulation S Global Note remains Outstanding and is held by or on behalf of the Depository, exchanges or transfers of beneficial interests in such Regulation S Global Note may be made only in accordance with the rules and regulations of the Depository and the transfer restrictions contained in the legend on such Regulation S Global Note and exchanges or transfers of interests in a Regulation S Global Note may be made only in accordance with the following additional requirements:
(A) Subject to clauses (B) through (D) of this Section 2.04(b)(ii), transfers of a Regulation S Global Note shall be limited to transfers of such Regulation S Global Note in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor's nominee.
(B) The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Note for a beneficial interest in a Restricted Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-1 (a “Rule 144A Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Component Security for a beneficial interest in a Restricted Component Security upon provision delivery to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-3 (a “Rule 144A Component Security Transfer Certificate”), executed by the transferor and the transferee and stating, among other things, that the transferee is both a Qualified Institutional Buyer and a Qualified Purchaser.
(C) The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Global Note for a beneficial interest in a Regulation S Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-2 (a “Regulation S Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Component Security for a beneficial interest in a Regulation S Global Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-4 (a “Regulation S Component Security Transfer Certificate”).
(D) An owner of a beneficial interest in a Regulation S Global Note or Regulation S Global Communication Note may transfer such interest in the form of a beneficial interest in such Regulation S Global Note or Regulation S Global Component Security, as applicable, without the provision Note. Each transferee of written certification; provided that (i) such transfer is not made to a U.S. Person or for the account or benefit of a U.S. Person, (ii) in the case of any beneficial interest in a Class F Note or a Component Security, such transfer is made to a Qualified Institutional Buyer, (iii) such transfer is effected through Euroclear or Clearstream, Luxembourg in an offshore transaction as required by Regulation S and (iv) the transferee can make each of the representations set forth in Section 2.4(c).
(E) Subject to clause (F) of this Section 2.4(b)(i), an owner of a beneficial interest in a Restricted Global Note may transfer such interest in the form of a beneficial interest in such Restricted Global Note without the provision of written certification; provided that the transferee can make each of the representations set forth in Section 2.4(c). An owner of a beneficial interest in a Restricted Component Security may transfer such interest in the form of a Restricted Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of a Rule 144A Component Security Transfer Certificate.
(F) Notwithstanding anything contained herein to the contrary, each initial purchaser of a Class F Note or a Component Security (or any interest in either of the foregoing) will be required to represent, warrant and covenant that it will not transfer such Class F Note or Component Security (or such interest therein) without providing the Issuer and the Trustee with a written certification, in the form of Exhibit Q hereto, for the benefit of the Issuer and the Trustee from the transferee thereof that such transferee is a Qualified Institutional Buyer, and that such transferee will obtain the same representation, warranty and covenant from any entity to whom it transfers such Class F Note or Component Security (or such interest therein).
(ii) Subject to Section 2.4(b)(vi), exchanges or transfers of Definitive Notes may be made only in accordance with the transfer restrictions contained in the legend on such Definitive Note and the Trustee shall cause the transfer (a) of any Restricted Definitive Note or Restricted Definitive Component Security for a Regulation S Definitive Note or Restricted Definitive Component Security, as applicable, upon provision to the Trustee, the Co Issuers and the Note Registrar of a Regulation S Note Transfer Certificate or Restricted Definitive Component Security, as applicable, and (b) of any Regulation S Definitive Note for a Restricted Definitive Note or Restricted Definitive Component Security, as applicable, upon provision to the Trustee, the Co Issuers and the Note Registrar of a Rule 144A Note Transfer Certificate or a Rule 144A Component Security Transfer Certificate.
(iii) In the event Definitive Notes are issued pursuant to Section 2.4(b)(vii) in respect of Regulation S Global Notes, Restricted Global Notes, Regulation S Global Component Securities or Restricted Component Securities, the Trustee shall cause the transfer of (i) any beneficial interest in a Restricted Global Note or a Regulation S Global Note for a certificated Note in definitive, fully Registered Form without interest coupons substantially in the form of the note attached as Exhibit B-1 (a “Regulation S Definitive Note”), upon provision to the Trustee and the Issuer of a Regulation S Note Transfer Certificate, (ii) any beneficial interest in a Restricted Global Notes or a Regulation S Global Note for a certificated Note in definitive, fully Registered Form without interest coupons substantially in the form of the note attached as Exhibit B-2 (a “Restricted Definitive Note”), upon provision to the Trustee, the Co Issuers and the Note Registrar of a Rule 144A Note Transfer Certificate, (iii) any beneficial interest in a Regulation S Global Component Security for a certificated security in fully Registered Form without interest coupons substantially in the form of the security attached as Exhibit B-3 (a “Regulation S Definitive Component Security”), upon provision to the Trustee, the Issuer and the Note Registrar of a Regulation S Component Security Transfer Certificate and (iv) any beneficial interest in a Restricted Component Security for a certificated security in fully Registered Form without interest coupons substantially in the form of the security attached as Exhibit B-4 (a “Restricted Definitive Component Security”), upon provision to the Trustee, the Issuer and the Note Registrar of a Rule 144A Component Security Transfer Certificate.
(iv) Subject to Section 2.4(b)(vi), the Trustee shall cause the transfer of a Restricted Definitive Note, a Regulation S Definitive Note, a Restricted Definitive Component Security or a Regulation S Definitive Component Security, as applicable, for (i) a beneficial interest in a Regulation S Global Note upon provision will be deemed to the Trustee have represented that it is not a U.S. Person, that it is a Qualified Purchaser, and the Co Issuers of a Regulation S Note Transfer Certificate or Regulation S Component Security Transfer Certificate, as applicable, or (ii) any Restricted Definitive Note, Restricted Definitive Component Security, Regulation S Definitive Note or Regulation S Definitive Note for a has acquired such beneficial interest in a an offshore transaction within the meaning of Regulation S without the provision of written certification; provided, that the transferred interest must be held through Euroclear or Clearstream until the end of the Distribution Compliance Period.
(D) Interests in the Restricted Global Note or Restricted Component Security, upon provision to the Trustee and the Co Issuers of a Rule 144A Note Transfer Certificate or Rule 144A Component Security Transfer Certificatemay be exchanged for Certificated Notes in certain limited circumstances as described in Section 2.04(b)(iv).
(viii) Upon acceptance for exchange or transfer of a beneficial interest in a Global Note for a Definitive Note, or upon acceptance for exchange or transfer of a Definitive Note for a beneficial interest in a Global Notepartial Redemption, each as provided herein, the Trustee shall instruct the Depositary Depository to adjust the principal amount of such Global Note on its records to evidence the date of such exchange exchange, transfer or transfer Redemption and the change in the principal amount of such Global Note. Notwithstanding anything to the contrary contained herein, transfers and exchanges of interests in a Global Note shall be recorded only in the book-entry system of the Depository, and any increase or decrease of the principal amount of such Global Note shall be recorded by an appropriate adjustment in the records of the Note Registrar and the Depository in accordance with the rules and regulations of the Depository.
(viiv) Interests in a Global Note deposited with or on behalf of the Depository pursuant to Section 2.01 hereunder shall be transferred to the owners of such interests in the form of Certificated Notes only if such transfer otherwise complies with this Section 2.04 (including clauses (b)(i), (b)(ii) and (b)(iii)) and (1) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for the Notes, (2) the Depository ceases to be a "clearing agency" registered under the Exchange Act and a successor Depository is not appointed by the Issuer within 90 days of such notice, (3) the transferee of an interest in a Global Note is required by law to take physical delivery of securities in definitive form or (4) the transferee is otherwise unable to pledge its interest in a Global Note.
(v) Subject to the restrictions on transfer and exchange set forth in provisions of this Section 2.4 2.04 and to any additional restrictions on transfer or exchange specified in the Definitive Certificated Notes, the Holder Noteholder of any Definitive Certificated Note may transfer or exchange the same in whole or in part (in a principal amount equal to the minimum authorized denomination or any larger authorized greater amount) by surrendering such Definitive Certificated Note at the Corporate Trust Office or at the office of any Transfer Agent, together with (xA) in the case of any transfer, an executed instrument of assignment and assignment, (yB) in the case of any exchange, a written request for exchange. , (C) a duly executed Rule 144A Transfer Certificate or Regulation S Transfer Certificate, as applicable, in the form of Exhibit D or Exhibit E, executed by the transferee and (D) a certification from the transferee to the effect that such transferee either (x) is not a Regulated Investor or (y) is a Regulated Investor and its acquisition and continued holding of the Certificated Note will be covered by a prohibited transaction Class exemption issued by the U.S. Department of Labor (or, if the transferee is a governmental plan or church plan, will not result in a violation of any Similar Law); provided, however, that any Certificated Note may also be transferred to a transferee who is an Institutional Accredited Investor in accordance with Regulation D under the Securities Act.
(vi) Following a proper request for transfer or exchangeexchange of Certificated Notes as set forth in clause (b)(v) above, the Trustee shall (provided provided, that it has available in its possession an inventory of Definitive Certificated Notes), within five (5) Business Days of such request if made at such Corporate Trust Office, or within ten (10) Business Days if made at the office of a Transfer Agent (other than the Trustee), authenticate and make available at such Corporate Trust Office or at the office of such Transfer Agent, as the case may be, to the transferee (in the case of transfer) or Holder Noteholder (in the case of exchange) or send by first class mail (at the risk of the transferee in the case of transfer or Holder Noteholder in the case of exchange) to such address as the transferee or HolderNoteholder, as applicable, may request, a Definitive Certificated Note or Notes, as the case may require, for a like aggregate principal amount and in such authorized denomination or denominations as may be requested. The presentation for transfer or exchange of any Definitive Certificated Note shall not be valid unless made at the Corporate Trust Office or at the office of a Transfer Agent by the registered Noteholder in person, or by a duly authorized attorney in attorney-in-fact. Beneficial interests in Global Notes which are Regulation S Global Notes or Restricted Global Notes shall be exchangeable for Definitive Notes only under the limited circumstances described in Section 2.4(b)(vii). Beneficial interests in Global Notes which are Regulation S Global Component Securities or Restricted Component Securities (i) shall be exchangeable for Definitive Notes which are Regulation S Component Securities or Restricted Component Securities, respectively only under the limited circumstances described in Section 2.4(vii) and (ii) shall be exchangeable for Definitive Notes which are Restricted Definitive Component Securities in accordance with the provisions of this Section 2.4, including the applicable provisions of Section 2.4(b)(vii).
(vii) Interests in a Global Note deposited with or on behalf of the Depositary pursuant to Section 2.1 hereunder shall be transferred (A) with respect to interests in a Restricted Global Note or Regulation S Global Note to the owners of such interests in the form of certificated Notes, in definitive, fully registered form without interest coupons in the form of a Restricted Definitive Note, Regulation S Definitive Note or Regulation S Definitive Note, as applicable, only if such transfer otherwise complies with this Section 2.4 (including clauses (b)(i) and (b)(iii)) and (1) the Depositary notifies the Co Issuers that it is unwilling or unable to continue as Depositary for the Notes, (2) the Depositary ceases to be a Clearing Agency and a successor Depositary is not appointed by the Issuer within 90 days of such notice, (3) if the transferee of an interest in such Global Note is required by law to take physical delivery of securities in definitive form or (4) if the transferee is unable to pledge its interest in such Global Note or (B) with respect to interests in a Regulation S Global Component Security or Restricted Component Security, to the owners of such interests in the form of a Restricted Definitive Component Security or Regulation S Definitive Component Security only if such transfer otherwise complies with this Section 2.4 (including clauses (b)(i) and to the purchaser thereof in the form of one or more Definitive Notes in accordance with the provisions Section 2.4(b)(iii). Regulation S Definitive Notes, Restricted Definitive Notes, Regulation S Definitive Component Securities and Restricted Definitive Notes are referred to collectively as “Definitive Notes,” and each is a “Definitive Note.”
(viii) If interests in any Global Note are to be transferred to the Beneficial Owners thereof in the form of Definitive Certificated Notes pursuant to Section 2.4(b)(vii2.04(b)(iv), such Global Note shall be surrendered by the DepositaryDepository, or its custodian on its behalf, to the Corporate Trust Office or to the Transfer Agent located in the Borough of Manhattan, the City of New York, and the Trustee shall authenticate and deliver without charge, upon such transfer of interests in such Global Note, an equal aggregate principal amount of Definitive Certificated Notes of authorized denominations. The Definitive Certificated Notes transferred pursuant to this Section 2.4 2.04 shall be executed, authenticated and delivered only in the denominations specified in Section 2.2(b) 2.02(b), and registered in such names as the Depositary Depository shall direct in writing.
(ixviii) For so long as one or more Global Notes are Outstanding:
(A) the Trustee and its directors, Officersofficers, employees and agents may deal with the Depositary Depository for all purposes (including the making of distributions on, and the giving of notices with respect to, the Global Notes);
(B) unless otherwise provided herein, the rights of Beneficial Owners shall be exercised only through the Depositary Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the DepositaryDepository;
(C) for purposes of determining the identity of and principal amount of Notes beneficially owned by a Beneficial Owner, the records of the Depositary Depository shall be conclusive evidence of such identity and principal amount and the Trustee may conclusively rely on such records when acting hereunder and none of the Issuer, the Co Issuer, the Trustee or any of their respective agents shall have any responsibility or liability for (i) any aspect of DTC’s records or any direct participant’s or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in any Global Note or for maintaining, supervising or reviewing any of DTC’s records or any direct participant’s or indirect participant’s records relating to the beneficial ownership interests in any Global Note or (ii) any other matter relating to the actions and practices of DTC or any of its direct or indirect participantshereunder;
(D) Payments in respect of the principal of, and interest on, a Global Note registered in the name of a nominee of DTC will be payable by the Trustee to DTC or its nominee as the registered holder of such Note;
(E) the Depositary Depository will make book book-entry transfers among the Depositary Depository Participants of the Depositary Depository and will receive and transmit distributions of principal of and interest and the Commitment Fee on the Global Notes to such Depositary Depository Participants; and
(FE) the Depositary Depository Participants of the Depositary Depository shall have no rights under this Indenture under or with respect to any of the Global Notes held on their behalf by the DepositaryDepository, and the Depositary Depository may be treated by the Trustee and its agents, employees, Officers and directors as the absolute owner of the Global Notes for all purposes whatsoever.
(ix) Each Note issued upon registration of transfer or exchange of Notes pursuant to this Section shall be the valid obligation of the Issuer, evidencing the same indebtedness and entitled to the same benefits under this Indenture as the Note or Notes surrendered upon registration of such transfer or exchange.
Appears in 1 contract
Sources: Indenture (Aon Corp)
Transfers of Notes. (i) Subject to Section 2.4(b)(vii), exchanges or transfers of beneficial interests in a Global Note may be made only in accordance with the rules and regulations of the Depositary (and, in the case of a Regulation S Global Note, Euroclear and Clearstream, Luxembourg) and the transfer restrictions contained in the legend on such Global Note and exchanges or transfers of interests in a Global Note may be made only in accordance with the following:
(A) Subject to clauses (B) and (C) of this Section 2.4(b)(i), transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.
(B) The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Note for a beneficial interest in a Restricted Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-1 (a “Rule 144A Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Component Security for a beneficial interest in a Restricted Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-3 (a “Rule 144A Component Security Transfer Certificate”).
(C) The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Global Note for a beneficial interest in a Regulation S Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-2 (a “Regulation S Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Component Security for a beneficial interest in a Regulation S Global Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-4 (a “Regulation S Component Security Transfer Certificate”).
(D) An owner of a beneficial interest in a Regulation S Global Note or Regulation S Global Communication Note may transfer such interest in the form of a beneficial interest in such Regulation S Global Note or Regulation S Global Component SecurityNote, as applicable, without the provision of written certification; provided provided, that (i) such transfer is not made to a U.S. Person or for the account or benefit of a U.S. Person, (ii) in the case of any beneficial interest in a Class F Note or a Component Security, such transfer is made to a Qualified Institutional Buyer, (iii) such transfer is effected through Euroclear or Clearstream, Luxembourg in an offshore transaction as required by Regulation S and (iviii) the transferee can make each of the representations set forth in Section 2.4(c).
(E) Subject to clause (F) of this Section 2.4(b)(i), an owner of a beneficial interest in a Restricted Global Note may transfer such interest in the form of a beneficial interest in such Restricted Global Note without the provision of written certification; provided provided, that the transferee can make each of the representations set forth in Section 2.4(c). An owner of a beneficial interest in a Restricted Component Security may transfer such interest in the form of a Restricted Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of a Rule 144A Component Security Transfer Certificate.
(F) Notwithstanding anything contained herein to the contrary, each initial purchaser of a Class F E Note or a Component Security (or any interest in either of the foregoing) will be required to represent, warrant and covenant that it will not transfer such Class F E Note or Component Security (or such interest therein) without providing the Issuer and the Trustee with a written certification, in the form of Exhibit Q R hereto, for the benefit of the Issuer and the Trustee from the transferee thereof that such transferee is a Qualified Institutional Buyer, and that such transferee will obtain the same representation, warranty and covenant from any entity to whom it transfers such Class F E Note or Component Security (or such interest therein).
(ii) Subject to Section 2.4(b)(vi), exchanges or transfers of Definitive Notes may be made only in accordance with the transfer restrictions contained in the legend on such Definitive Note and the Trustee shall cause the transfer (a) of any Restricted Definitive Note or Restricted Definitive Component Security for a Regulation S Definitive Note or Restricted Definitive Component Security, as applicableNote, upon provision to the Trustee, the Co Issuers and the Note Registrar of a Regulation S Note Transfer Certificate or Restricted Definitive Component Security, as applicableCertificate, and (b) of any Regulation S Definitive Note for a Restricted Definitive Note or Restricted Definitive Component Security, as applicableNote, upon provision to the Trustee, the Co Issuers and the Note Registrar of a Rule 144A Note Transfer Certificate or a Rule 144A Component Security Transfer Certificate.
(iii) In the event Definitive Notes are issued pursuant to Section 2.4(b)(vii) in respect of Regulation S Global Notes, Notes or Restricted Global Notes, Regulation S Global Component Securities or Restricted Component Securities, Notes the Trustee shall cause the transfer of (i) any beneficial interest in a Restricted Global Note or a Regulation S Global Note for a certificated Note in definitive, fully Registered Form without interest coupons substantially in the form of the note attached as Exhibit B-1 (a “Regulation S Definitive Note”), upon provision to the Trustee and the Issuer of a Regulation S Note Transfer Certificate, Certificate and (ii) any beneficial interest in a Restricted Global Notes or a Regulation S Global Note for a certificated Note in definitive, fully Registered Form without interest coupons substantially in the form of the note attached as Exhibit B-2 (a “Restricted Definitive Note”), upon provision to the Trustee, the Co Issuers and the Note Registrar of a Rule 144A Note Transfer Certificate, (iii) any beneficial interest in a Regulation S Global Component Security for a certificated security in fully Registered Form without interest coupons substantially in the form of the security attached as Exhibit B-3 (a “Regulation S Definitive Component Security”), upon provision to the Trustee, the Issuer and the Note Registrar of a Regulation S Component Security Transfer Certificate and (iv) any beneficial interest in a Restricted Component Security for a certificated security in fully Registered Form without interest coupons substantially in the form of the security attached as Exhibit B-4 (a “Restricted Definitive Component Security”), upon provision to the Trustee, the Issuer and the Note Registrar of a Rule 144A Component Security Transfer Certificate.
(iv) Subject to Section 2.4(b)(vi), the Trustee shall cause the transfer of a Restricted Definitive Note, Note or a Regulation S Definitive Note, a Restricted Definitive Component Security or a Regulation S Definitive Component Security, as applicable, for (i) a beneficial interest in a Regulation S Global Note upon provision to the Trustee and the Co Issuers of a Regulation S Note Transfer Certificate or Regulation S Component Security Transfer Certificate, as applicable, or (ii) any Restricted Definitive Note, Restricted Definitive Component Security, Regulation S Definitive Note or Regulation S Definitive Note for a beneficial interest in a Restricted Global Note or Restricted Component Security, upon provision to the Trustee and the Co Issuers of a Rule 144A Note Transfer Certificate or Rule 144A Component Security Transfer Certificate.
(v) Upon acceptance for exchange or transfer of a beneficial interest in a Global Note for a Definitive Note, or upon acceptance for exchange or transfer of a Definitive Note for a beneficial interest in a Global Note, each as provided herein, the Trustee shall instruct the Depositary to adjust the principal amount of such Global Note on its records to evidence the date of such exchange or transfer and the change in the principal amount of such Global Note.
(vi) Subject to the restrictions on transfer and exchange set forth in this Section 2.4 and to any additional restrictions on transfer or exchange specified in the Definitive Notes, the Holder of any Definitive Note may transfer or exchange the same in whole or in part (in a principal amount equal to the minimum authorized denomination or any larger authorized amount) by surrendering such Definitive Note at the Corporate Trust Office or at the office of any Transfer Agent, together with (x) in the case of any transfer, an executed instrument of assignment and (y) in the case of any exchange, a written request for exchange. Following a proper request for transfer or exchange, the Trustee shall (provided it has available in its possession an inventory of Definitive Notes), within five Business Days of such request if made at such Corporate Trust Office, or within ten Business Days if made at the office of a Transfer Agent (other than the Trustee), authenticate and make available at such Corporate Trust Office or at the office of such Transfer Agent, as the case may be, to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by first class mail (at the risk of the transferee in the case of transfer or Holder in the case of exchange) to such address as the transferee or Holder, as applicable, may request, a Definitive Note or Notes, as the case may require, for a like aggregate principal amount and in such authorized denomination or denominations as may be requested. The presentation for transfer or exchange of any Definitive Note shall not be valid unless made at the Corporate Trust Office or at the office of a Transfer Agent by the registered Noteholder in person, or by a duly authorized attorney in fact. Beneficial interests in Global Notes which are Regulation S Global Notes or Restricted Global Notes shall be exchangeable for Definitive Notes only under the limited circumstances described in Section 2.4(b)(vii). Beneficial interests in Global Notes which are Regulation S Global Component Securities or Restricted Component Securities (i) shall be exchangeable for Definitive Notes which are Regulation S Component Securities or Restricted Component Securities, respectively only under the limited circumstances described in Section 2.4(vii) and (ii) shall be exchangeable for Definitive Notes which are Restricted Definitive Component Securities in accordance with the provisions of this Section 2.4, including the applicable provisions of Section 2.4(b)(vii).
(vii) Interests in a Global Note deposited with or on behalf of the Depositary pursuant to Section 2.1 hereunder shall be transferred (A) with respect to interests in a Restricted Global Note or Regulation S Global Note to the owners of such interests in the form of certificated Notes, in definitive, fully registered form without interest coupons in the form of a Restricted Definitive Note, Regulation S Definitive Note or Regulation S Definitive Note, as applicable, only if such transfer otherwise complies with this Section 2.4 (including clauses (b)(i) and (b)(iii)) and (1) the Depositary notifies the Co Issuers that it is unwilling or unable to continue as Depositary for the Notes, (2) the Depositary ceases to be a Clearing Agency and a successor Depositary is not appointed by the Issuer within 90 days of such notice, (3) if the transferee of an interest in such Global Note is required by law to take physical delivery of securities in definitive form or (4) if the transferee is unable to pledge its interest in such Global Note or (B) with respect to interests in a Regulation S Global Component Security or Restricted Component Security, to the owners of such interests in the form of a Restricted Definitive Component Security or Regulation S Definitive Component Security only if such transfer otherwise complies with this Section 2.4 (including clauses (b)(i) and to the purchaser thereof in the form of one or more Definitive Notes in accordance with the provisions Section 2.4(b)(iii)Note. Regulation S Definitive Notes, Restricted Definitive Notes, Regulation S Definitive Component Securities Notes and Restricted Definitive Notes are referred to collectively as “Definitive Notes,” and each is a “Definitive Note.”
(viii) If interests in any Global Note are to be transferred to the Beneficial Owners thereof in the form of Definitive Notes pursuant to Section 2.4(b)(vii), such Global Note shall be surrendered by the Depositary, or its custodian on its behalf, to the Corporate Trust Office or to the Transfer Agent located in the Borough of Manhattan, the City of New York, and the Trustee shall authenticate and deliver without charge, upon such transfer of interests in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. The Definitive Notes transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in the denominations specified in Section 2.2(b) and registered in such names as the Depositary shall direct in writing.
(ix) For so long as one or more Global Notes are Outstanding:
(A) the Trustee and its directors, Officers, employees and agents may deal with the Depositary for all purposes (including the making of distributions on, and the giving of notices with respect to, the Global Notes);
(B) unless otherwise provided herein, the rights of Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary;
(C) for purposes of determining the identity of and principal amount of Notes beneficially owned by a Beneficial Owner, the records of the Depositary shall be conclusive evidence of such identity and principal amount and the Trustee may conclusively rely on such records when acting hereunder and none of the Issuer, the Co Issuer, the Trustee or any of their respective agents shall have any responsibility or liability for (i) any aspect of DTC’s records or any direct participant’s or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in any Global Note or for maintaining, supervising or reviewing any of DTC’s records or any direct participant’s or indirect participant’s records relating to the beneficial ownership interests in any Global Note or (ii) any other matter relating to the actions and practices of DTC or any of its direct or indirect participants;
(D) Payments in respect of the principal of, and interest on, a Global Note registered in the name of a nominee of DTC will be payable by the Trustee to DTC or its nominee as the registered holder of such Note;
(E) the Depositary will make book entry transfers among the Depositary Participants of the Depositary and will receive and transmit distributions of principal of and interest and the Commitment Fee on the Global Notes to such Depositary Participants; and
(F) the Depositary Participants of the Depositary shall have no rights under this Indenture under or with respect to any of the Global Notes held on their behalf by the Depositary, and the Depositary may be treated by the Trustee and its agents, employees, Officers and directors as the absolute owner of the Global Notes for all purposes whatsoever.
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Transfers of Notes. (i) Subject to Section 2.4(b)(vii), exchanges or transfers of beneficial interests in a Global Note may be made only in accordance with the rules and regulations of the Depositary (and, in the case of a Regulation S Global Note, Euroclear and Clearstream, Luxembourg) and the transfer restrictions contained in the legend on such Global Note and exchanges or transfers of interests in a Global Note may be made only in accordance with the following:
(A) Subject to clauses (B) and (C) of this Section 2.4(b)(i), transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.
(B) The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Note for a beneficial interest in a Restricted Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-1 (a “Rule 144A Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Component Security Combination Note for a beneficial interest in a Restricted Component Security Definitive Combination Note upon provision to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-3 (a “Rule 144A Component Security Combination Note Transfer Certificate”).
(C) The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Global Note for a beneficial interest in a Regulation S Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-2 (a “Regulation S Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Component Security Definitive Combination Note for a beneficial interest in a Regulation S Global Component Security Combination Note upon provision to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-4 (a “Regulation S Component Security Combination Note Transfer Certificate”).
(D) An owner of a beneficial interest in a Regulation S Global Note or Regulation S Global Communication Note may transfer such interest in the form of a beneficial interest in such Regulation S Global Note or Regulation S Global Component SecurityCombination Note, as applicable, without the provision of written certification; provided that (i) such transfer is not made to a U.S. Person or for the account or benefit of a U.S. Person, (ii) in the case of any beneficial interest in a Class F Note or a Component Security, such transfer is made to a Qualified Institutional Buyer, (iii) such transfer is effected through Euroclear or Clearstream, Luxembourg in an offshore transaction as required by Regulation S and (iviii) the transferee can make each of the representations set forth in Section 2.4(c).
(E) Subject to clause (F) of this Section 2.4(b)(i), an An owner of a beneficial interest in a Restricted Global Note may transfer such interest in the form of a beneficial interest in such Restricted Global Note without the provision of written certification; provided that the transferee can make each of the representations set forth in Section 2.4(c). An owner of a beneficial interest in a Restricted Component Security Definitive Combination Note may transfer such interest in the form of a Restricted Component Security Definitive Combination Note upon provision to the Trustee and the Issuer of a written certification substantially in the form of a Rule 144A Component Security Combination Note Transfer Certificate.
(F) Notwithstanding anything contained herein to the contrary, each initial purchaser of a Class F Note or a Component Security (or any interest in either of the foregoing) will be required to represent, warrant and covenant that it will not transfer such Class F Note or Component Security (or such interest therein) without providing the Issuer and the Trustee with a written certification, in the form of Exhibit Q hereto, for the benefit of the Issuer and the Trustee from the transferee thereof that such transferee is a Qualified Institutional Buyer, and that such transferee will obtain the same representation, warranty and covenant from any entity to whom it transfers such Class F Note or Component Security (or such interest therein).
(ii) Subject to Section 2.4(b)(vi), exchanges or transfers of Definitive Notes may be made only in accordance with the transfer restrictions contained in the legend on such Definitive Note and the Trustee shall cause the transfer (a) of any Restricted Definitive Note or Restricted Definitive Component Security Combination Note for a Regulation S Definitive Note or Restricted Definitive Component SecurityCombination Note, as applicable, upon provision to the Trustee, the Co Co-Issuers and the Note Registrar of a Regulation S Note Transfer Certificate or Restricted Definitive Component SecurityCombination Note, as applicable, and (b) of any Regulation S Definitive Note for a Restricted Definitive Note or Restricted Definitive Component SecurityCombination Note, as applicable, upon provision to the Trustee, the Co Co-Issuers and the Note Registrar of a Rule 144A Note Transfer Certificate or a Rule 144A Component Security Combination Note Transfer Certificate.
(iii) In the event Definitive Notes are issued pursuant to Section 2.4(b)(vii) in respect of Regulation S Global Notes, Restricted Global Notes, Notes or Regulation S Global Component Securities or Restricted Component SecuritiesCombination Notes, the Trustee shall cause the transfer of (i) any beneficial interest in a Restricted Global Note or a Regulation S Global Note for a certificated Note in definitive, fully Registered Form without interest coupons substantially in the form of the note attached as Exhibit B-1 (a B-1(a “Regulation S Definitive Note”), upon provision to the Trustee and the Issuer of a Regulation S Note Transfer Certificate, (ii) any beneficial interest in a Restricted Global Notes or a Regulation S Global Note for a certificated Restricted Definitive Note, upon provision to the Trustee, the Co-Issuers and the Note Registrar of a Rule 144A Note Transfer Certificate or (iii) any beneficial interest in a Regulation S Global Combination Note for a Regulation S Definitive Combination Note in definitive, fully Registered Form without interest coupons substantially in the form of the note attached as Exhibit B-2 (a “Restricted Definitive Note”), upon provision to the Trustee, the Co Issuers and the Note Registrar of a Rule 144A Note Transfer Certificate, (iii) any beneficial interest in a Regulation S Global Component Security for a certificated security in fully Registered Form without interest coupons substantially in the form of the security attached as Exhibit B-3 (a “Regulation S Definitive Component SecurityCombination Note”), upon provision to the Trustee, the Issuer and the Note Registrar of a Regulation S Component Security Transfer Certificate and (iv) any beneficial interest in a Restricted Component Security for a certificated security in fully Registered Form without interest coupons substantially in the form of the security attached as Exhibit B-4 (a “Restricted Definitive Component Security”), upon provision to the Trustee, the Issuer and the Combination Note Registrar of a Rule 144A Component Security Transfer Certificate.
(iv) Subject to Section 2.4(b)(vi), the Trustee shall cause the transfer of a Restricted Definitive Note, a Regulation S Definitive Note, a Restricted Definitive Component Security Combination Note or a Regulation S Definitive Component SecurityCombination Note, as applicable, for (i) a beneficial interest in a Regulation S Global Note upon provision to the Trustee and the Co Co-Issuers of a Regulation S Note Transfer Certificate or Regulation S Component Security Combination Note Transfer Certificate, as applicable, or (ii) any Restricted Definitive Note, Restricted Definitive Component Security, Regulation S Definitive Note or Regulation S Definitive Note for a beneficial interest in a Restricted Global Note or Restricted Component SecurityNote, upon provision to the Trustee and the Co Co-Issuers of a Rule 144A Note Transfer Certificate or Rule 144A Component Security Transfer Certificate.
(v) Upon acceptance for exchange or transfer of a beneficial interest in a Global Note for a Definitive Note, or upon acceptance for exchange or transfer of a Definitive Note for a beneficial interest in a Global Note, each as provided herein, the Trustee shall instruct the Depositary to adjust the principal amount of such Global Note on its records to evidence the date of such exchange or transfer and the change in the principal amount of such Global Note.
(vi) Subject to the restrictions on transfer and exchange set forth in this Section 2.4 and to any additional restrictions on transfer or exchange specified in the Definitive Notes, the Holder of any Definitive Note may transfer or exchange the same in whole or in part (in a principal amount equal to the minimum authorized denomination or any larger authorized amount) by surrendering such Definitive Note at the Corporate Trust Office or at the office of any Transfer Agent, together with (x) in the case of any transfer, an executed instrument of assignment and (y) in the case of any exchange, a written request for exchange. Following a proper request for transfer or exchange, the Trustee shall (provided it has available in its possession an inventory of Definitive Notes), within five Business Days of such request if made at such Corporate Trust Office, or within ten Business Days if made at the office of a Transfer Agent (other than the Trustee), authenticate and make available at such Corporate Trust Office or at the office of such Transfer Agent, as the case may be, to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by first class mail (at the risk of the transferee in the case of transfer or Holder in the case of exchange) to such address as the transferee or Holder, as applicable, may request, a Definitive Note or Notes, as the case may require, for a like aggregate principal amount and in such authorized denomination or denominations as may be requested. The presentation for transfer or exchange of any Definitive Note shall not be valid unless made at the Corporate Trust Office or at the office of a Transfer Agent by the registered Noteholder in person, or by a duly authorized attorney in attorney-in-fact. Beneficial interests in Global Notes which are Regulation S Global Notes or Restricted Global Notes shall be exchangeable for Definitive Notes only under the limited circumstances described in Section 2.4(b)(vii). Beneficial interests in Global Notes which are Regulation S Global Component Securities or Restricted Component Securities Combination Notes (i) shall be exchangeable for Definitive Notes which are Regulation S Component Securities or Restricted Component Securities, respectively Combination Notes only under the limited circumstances described in Section 2.4(vii) and (ii) shall be exchangeable for Definitive Notes which are Restricted Definitive Component Securities Combination Notes in accordance with the provisions of this Section 2.4, including the applicable provisions of Section 2.4(b)(vii).
(vii) Interests in a Global Note deposited with or on behalf of the Depositary pursuant to Section 2.1 hereunder shall be transferred (A) with respect to interests in a Restricted Global Note, Regulation S Global Note or Regulation S Global Combination Note to the owners of such interests in the form of certificated Notes, in definitive, fully registered form without interest coupons in the form of a Restricted Definitive Note, Regulation S Definitive Note or Regulation S Definitive Combination Note, as applicable, only if such transfer otherwise complies with this Section 2.4 (including clauses (b)(i) and (b)(iii)) and (1) the Depositary notifies the Co Co-Issuers that it is unwilling or unable to continue as Depositary for the Notes, (2) the Depositary ceases to be a Clearing Agency and a successor Depositary is not appointed by the Issuer within 90 days of such notice, (3) if the transferee of an interest in such Global Note is required by law to take physical delivery of securities in definitive form or (4) if the transferee is unable to pledge its interest in such Global Note or (B) with respect to interests in a Regulation S Global Component Security or Restricted Component SecurityCombination Note, to the owners of such interests in the form of a Restricted Definitive Component Security or Regulation S Definitive Component Security Combination Note only if such transfer otherwise complies with this Section 2.4 (including clauses (b)(i) and to the purchaser thereof in the form of one or more Definitive Notes in accordance with the provisions Section 2.4(b)(iii). Regulation S Definitive Notes, Restricted Definitive Notes, Regulation S Definitive Component Securities Combination Notes and Restricted Definitive Notes are referred to collectively as “Definitive Notes,” and each is a “Definitive Note.”
(viii) If interests in any Global Note are to be transferred to the Beneficial Owners thereof in the form of Definitive Notes pursuant to Section 2.4(b)(vii), such Global Note shall be surrendered by the Depositary, or its custodian on its behalf, to the Corporate Trust Office or to the Transfer Agent located in the Borough of Manhattan, the City of New York, and the Trustee shall authenticate and deliver without charge, upon such transfer of interests in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. The Definitive Notes transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in the denominations specified in Section 2.2(b) and registered in such names as the Depositary shall direct in writing.
(ix) For so long as one or more Global Notes are Outstanding:
(A) the Trustee and its directors, Officers, employees and agents may deal with the Depositary for all purposes (including the making of distributions on, and the giving of notices with respect to, the Global Notes);
(B) unless otherwise provided herein, the rights of Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary;
(C) for purposes of determining the identity of and principal amount of Notes beneficially owned by a Beneficial Owner, the records of the Depositary shall be conclusive evidence of such identity and principal amount and the Trustee may conclusively rely on such records when acting hereunder and none of the Issuer, the Co Co-Issuer, the Trustee or any of their respective agents shall have any responsibility or liability for (i) any aspect of DTC’s records or any direct participant’s or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in any Global Note or for maintaining, supervising or reviewing any of DTC’s records or any direct participant’s or indirect participant’s records relating to the beneficial ownership interests in any Global Note or (ii) any other matter relating to the actions and practices of DTC or any of its direct or indirect participants;
(D) Payments in respect of the principal of, and interest on, a Global Note registered in the name of a nominee of DTC will be payable by the Trustee to DTC or its nominee as the registered holder of such Note;
(E) the Depositary will make book book-entry transfers among the Depositary Participants of the Depositary and will receive and transmit distributions of principal of and interest and the Commitment Fee on the Global Notes to such Depositary Participants; and
(F) the Depositary Participants of the Depositary shall have no rights under this Indenture under or with respect to any of the Global Notes held on their behalf by the Depositary, and the Depositary may be treated by the Trustee and its agents, employees, Officers and directors as the absolute owner of the Global Notes for all purposes whatsoever.
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